SEC Form 4 filed by Chief Executive Officer Manchester Management Co Llc
$MODD
Medical/Dental Instruments
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Modular Medical, Inc. [ MODD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/24/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option to purchase common stock(1) | $0.94 | 04/24/2025 | A | 125,000 | 04/24/2025 | 04/24/2035 | Common Stock, par value $0.001 per share | 125,000 | $0.94(1) | 125,000 | D(2) | ||||
| Option to purchase common stock(3) | $1.1 | 03/31/2025 | 03/31/2035 | Common Stock, par value $0.001 per share | 1,875 | 1,875 | D(4) | ||||||||
| Option to purchase common stock(3) | $1.1 | 03/31/2025 | 03/31/2035 | Common Stock, par value $0.001 per share | 7,500 | 9,375 | D(4) | ||||||||
| Common Stock Purchase Warrant | $1.12 | 03/25/2025(5) | 03/25/2029 | Common Stock, par value $0.001 per share | 260,416 | 260,416 | I | See footnote(6) | |||||||
| Common Stock Purchase Warrant | $1.12 | 03/25/2025(7) | 03/25/2029 | Common Stock, par value $0.001 per share | 78,125 | 78,125 | D(2) | ||||||||
| Option to purchase common stock(3) | $1.39 | 12/31/2024 | 12/31/2034 | Common Stock, par value $0.001 per share | 9,375 | 9,375 | D(4) | ||||||||
| Option to purchase common stock(3) | $1.56 | 06/30/2024 | 06/30/2034 | Common Stock, par value $0.001 per share | 9,375 | 9,375 | D(4) | ||||||||
| Option to purchase common stock(3) | $1.95 | 03/31/2024 | 03/31/2034 | Common Stock, par value $0.001 per share | 9,375 | 9,375 | D(4) | ||||||||
| Option to purchase common stock(3) | $1.78 | 12/29/2023 | 12/29/2033 | Common Stock, par value $0.001 per share | 9,375 | 9,375 | D(4) | ||||||||
| Option to purchase common stock | $1.11 | (8) | 10/02/2033 | Common Stock, par value $0.001 per share | 135,136 | 135,136 | D(2) | ||||||||
| Option to purchase common stock(3) | $1.16 | 09/30/2023 | 09/30/2033 | Common Stock, par value $0.001 per share | 9,375 | 9,375 | D(4) | ||||||||
| Option to purchase common stock(3) | $0.93 | 06/30/2023 | 06/30/2033 | Common Stock, par value $0.001 per share | 9,375 | 9,375 | D(4) | ||||||||
| Option to purchase common stock(3) | $1.44 | 03/31/2023 | 03/31/2033 | Common Stock, par value $0.001 per share | 9,375 | 9,375 | D(4) | ||||||||
| Option to purchase common stock(3) | $2.14 | 12/31/2022 | 12/31/2032 | Common Stock, par value $0.001 per share | 1,875 | 1,875 | D(4) | ||||||||
| Option to purchase common stock(3) | $2.14 | 12/31/2022 | 12/31/2032 | Common Stock, par value $0.001 per share | 7,500 | 7,500 | D(4) | ||||||||
| Option to purchase common stock(3) | $4.34 | 09/30/2022 | 09/30/2032 | Common Stock, par value $0.001 per share | 1,875 | 1,875 | D(4) | ||||||||
| Option to purchase common stock(3) | $4.34 | 09/30/2022 | 09/30/2032 | Common Stock, par value $0.001 per share | 7,500 | 7,500 | D(4) | ||||||||
| Option to purchase common stock(3) | $5.16 | 06/30/2022 | 06/30/2032 | Common Stock, par value $0.001 per share | 3,634 | 3,634 | D(4) | ||||||||
| Option to purchase common stock(3) | $5.16 | 07/19/2022 | 07/19/2032 | Common Stock, par value $0.001 per share | 7,500 | 7,500 | D(4) | ||||||||
| Option to purchase common stock(3) | $4.18 | 03/31/2022 | 03/31/2032 | Common Stock, par value $0.001 per share | 4,486 | 4,486 | D(4) | ||||||||
| Option to purchase common stock(3) | $4.18 | 03/31/2022 | 03/31/2032 | Common Stock, par value $0.001 per share | 17,943 | 17,943 | D(4) | ||||||||
| Common Stock Purchase Warrant | $6.6 | 02/14/2022 | 02/14/2027 | Common Stock, par value $0.001 per share | 234,274 | 234,274 | I | See footnote(6) | |||||||
| Common Stock Purchase Warrant | $6.6 | 02/10/2022 | 02/10/2027 | Common Stock, par value $0.001 per share | 300,000 | 300,000 | I | See footnote(6) | |||||||
| Common Stock Purchase Warrant | $8.61 | 02/06/2022 | 02/06/2027 | Common Stock, par value $0.001 per share | 119,237 | 119,237 | I | See footnote(6) | |||||||
| Option to purchase common stock(3) | $7.51 | 12/31/2021 | 12/31/2031 | Common Stock, par value $0.001 per share | 9,987 | 9,987 | D(4) | ||||||||
| Option to purchase common stock(3) | $7.51 | 12/31/2021 | 12/31/2031 | Common Stock, par value $0.001 per share | 2,497 | 2,497 | D(4) | ||||||||
| Option to purchase common stock(3) | $2.98 | 09/30/2021 | 09/30/2031 | Common Stock, par value $0.001 per share | 8,389(9) | 8,389(9) | D(4) | ||||||||
| Option to purchase common stock(3) | $2.98 | 09/30/2021 | 09/30/2031 | Common Stock, par value $0.001 per share | 2,097(9) | 2,097(9) | D(4) | ||||||||
| Option to purchase common stock(3) | $5.9 | 06/30/2021 | 06/30/2031 | Common Stock, par value $0.001 per share | 5,297(9) | 5,297(9) | D(4) | ||||||||
| Option to purchase common stock | $2.87 | 01/01/2020 | 05/12/2030 | Common Stock, par value $0.001 per share | 50,000(9) | 50,000(9) | D(4) | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The options were granted to the Reporting Person in accordance with the Issuer's Fiscal 2026 Two-Part FDA Submission and Product Milestone Bonus Program. The options will vest in two parts: (i) 50% if the Issuer submits a 510k related to MODDi to the FDA on or before October 31, 2025 and (ii) the remaining 50% if the manufacturing line is validated on MODDi with capacity to serve 6,000 patients by March 15, 2026. |
| 2. The reported securities are directly owned by James E. Besser in his personal capacity. |
| 3. The options were granted to the Reporting Person in accordance with the Issuer's Outside Director Compensation Plan, and the options were fully vested and exercisable on the grant date. |
| 4. The reported securities are directly owned by Morgan C. Frank in his personal capacity. |
| 5. Manchester Explorer, L.P. ("Explorer") acquired 260,416 units consisting of two shares of Common Stock, par value $0.001 per share and one warrant to purchase one share of Common Stock, par value $0.001 per share. It is anticipated that the warrants will become exercisable on or about March 25, 2025. |
| 6. The reported securities are owned directly by Explorer and may be deemed to be indirectly beneficially owned by (i) Manchester Management Company LLC ("Manchester Management"), the general partner of Explorer, (ii) Manchester Management PR, LLC ("Manchester PR"), the investment adviser to Manchester Management, (iii) James E. Besser, the managing member of Manchester Management and Manchester PR and (iv) Morgan C. Frank, who serves as a portfolio manager and as a consultant for Explorer. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 7. James E. Besser acquired 78,125 units consisting of two shares of Common Stock, par value $0.001 per share and one warrant to purchase one share of Common Stock, par value $0.001 per share. It is anticipated that the warrants will become exercisable on or about March 25, 2025. |
| 8. This option has vested since (i) all verification and validation testing for the Registrant's initial pump product was completed by December 31, 2023 and (ii) the 510(K) premarket submission to the U.S. Food and Drug Administration ("FDA") for the Registrant's initial pump product was completed by January 31, 2024. |
| 9. These Shares reflect a 3 for 1 reverse stock split effective November 26, 2021. |
| Manchester Management Company, LLC By: /s/ James E. Besser, Managing Member | 04/28/2025 | |
| Manchester Management PR, LLC By: /s/ James E. Besser, Managing Member | 04/28/2025 | |
| James E. Besser By: /s/ James E. Besser | 04/28/2025 | |
| Morgan C. Frank, By: /s/ Morgan C. Frank | 04/28/2025 | |
| Manchester Explorer, L.P. By: /s/ James E. Besser, Managing Member of the General Partner | 04/28/2025 | |
| JEB Partners, L.P. By: /s/ James E. Besser, Managing Member of the General Partner | 04/28/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||